Terms of Use

EFFECTIVE DATE 01.01.2016

Your registration and use of services available on Platform operated by Cellense, s.r.o. (BuffPanel) is governed by terms and conditions set forth herein (“Terms of Use”). By clicking “I accept” button, completing the registration process or using our Services, you confirm that you accept these Terms of Use and that you are entering into an agreement with Buffpanel (“Agreement”). These Terms of Use incorporate also Terms of Platform, IP Terms and Data Handling Use Guidelines.

Services and their use.

Upon fulfilment of requirements set out herein, we will provide you with hosting of your customer data, tools for value-added analytics and for enhancement of your communication with your customers (“Services”). We retain all right, title and interest in and to our Services, including all copyrights, patents and other intellectual property rights. Please see IP Terms for more details.

Eligibility to use Services.

You represent and warrant that you are at least 18 years old and you are able to fulfil all and any requirements set out herein for using Services. In case you are representing another person or company, you represent that you have authority and power to enter into this Agreement. You also represent and warrant that you will adhere to the rules set out in Data Handling and Use Guidelines.

Access to Services.

We are undertaking any reasonable efforts to maintain our Services accessible to you at all times. Nonetheless, you acknowledge and agree that our Services may not be accessible in cases of inaccessibility of our Platform.

Registration.

In order to use our Services, you must complete the registration process by filling in the registration form by current, complete and accurate data. Upon completing all required information and going though all steps of the registration process as promoted, we will create you an account for communication with us and use of our Services (“Account”). You will immediately change your registration data within your registration details in case your data change.

Password policy.

Your password set within registration process must be ‘strong’ password, i.e. meeting requirements set out by us and displayed within registration process. You must protect your username and password for your Account against unauthorised use by any third party (e.g., regularly changing your passwords, not using predictable usernames and passwords, not sharing your password with other persons, or granting access to your Account and/or to your data to other persons). You are solely responsible for any and all activities that occur using your Account by yourself or any third party. You shall notify us if you know of any unauthorised use of your Account or any other breach of security of your Account.

Force majeure.

Neither party to this Agreement is in breach hereof and/or can accept any liability or pay any compensation (other than to refund money paid for Services not yet rendered), if the respective party is unable to perform obligations due to any adverse event, act, or omission beyond reasonable control, including (but not limited to) natural disasters, acts of terrorism, civil unrest, industrial disputes, or failure of utility services.

Confidentiality.

Neither party will use or disclose the other party’s confidential information without the other’s prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order; in which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing the Confidential Information. For the purposes of these Terms of Use, confidential information shall mean any information or proprietary data disclosed by one party to the other whether orally or in written that is designated as “confidential” or that should be understood to be confidential given the nature of information and circumstances of disclosure. Confidential information shall not include (i) information known to the general public; (ii) information which becomes known to the general public otherwise than by breaching this provision by the receiving party; or (iii) information independently developed by receiving party without use of confidential information received from the other party. For the avoidance of doubts, our confidential information include (but is not limited to) source code, methods and knowhow related to our Platform and/or Services and your confidential information include data you will upload via your Account.

Liability.

WE SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, DATA OR OTHER INTANGIBLE ASSETS, TO THE EXTENT PERMITTED BY APPLICABLE LAWS. THIS EXCLUSION APPIES ALSO IN CASES WE HAVE BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE. NOTHING IN THESE TERMS SHALL OPERATE TO LIMIT OR EXCLUDE LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAWS. IN ALL CASES AND TO THE EXTENT PERMITTED BY APPLICABLE LAWS, OUR TOTAL LIABILITY FOR ANY DAMAGE AND LOSS CAUSED IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES FOR OUR SERVICES PAID BY YOU FOR MONTH IN WHICH THE DAMAGE OR LOSS HAVE ARISEN.

Threatening damage.

We reserve the right to cancel any event which we reasonably consider to damage our reputation, in some instances without refund (this to be decided at our sole discretion).

Warranty.

OUR SERVICES ARE PROVIDED ON “AS IS” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, WE MAKE NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON-INFRINGEMENT.

Indemnity.

You shall reimburse us in full for any loss or damage you will cause by breaching these Terms of Use or caused to us as a result of your false representation, notwithstanding whether caused by negligence or otherwise. You shall also reimburse us for any interruption of our business caused by your acts and omissions in connection with use of our Services or via your Account. We reserve the right to charge your Payment Instrument for any such amounts.

Reference.

You agree that we will use and present in public your name and logo as our customer within our marketing presentations.

Notices.

Any and all communication in connection with this Agreement shall be made via your Account. Any notice shall be deemed to be delivered to us by submitting it via your Account and delivered to you once you sign in to your Account (or in case you do not not sign within three business days, at the end of third business day after sending a notice to your Account).

Changes of terms.

These Terms of use may be updated or changed from time to time and shall be effective as of “Effective Date”. The Terms of use shall be binding upon you from your acceptance of new Terms of use. You will be prompted to accept new Terms of use prior to its “Effective Date” via your Account. Without acceptance of new Terms of use by the “Effective Date”, you will not be entitled to use our Services as from the “Effective Date”.

Breach.

In case we have learned or have a reasonable belief that you have breached these Terms of or Use and Data Handling and Use Guidelines or any of your representation will show to be faulty and/or misleading, we have right to immediately suspend or terminate your Account at any time and without notice.

Termination of Agreement.

Both Parties may terminate this Agreement at any time via delivering a termination notice via your Account or cancelling your Account. Subject to termination as a consequence of your breaching this Agreement, any and all prepayments which have not been set off against fees for rendered Services will be refunded to you upon termination hereof. Before you terminate your Account, you should make sure that you have transferred your data available through your Account. From the moment of its termination, you will not have access to such data. In case we terminate the Agreement, we will keep your data accessible to you for the period of two calendar weeks.

Assignment.

You may not assign this Agreement or any of the rights or obligations stipulated herein to any third party. We may assign this Agreement to any affiliated person or entity.

Survivability.

Rights and obligations arising out of this Agreement cease to exist along with termination hereof, except for IP Terms, Liability, Indemnification, Confidentiality, Eligibility, Severability and Entire Agreement.

Severability.

If any of the terms of this Agreement turns out to be null and void or unenforceable, other provisions shall remain valid and enforceable. The relevant provisions shall be removed and/or amended by the parties in order to best reflect intentions when entering into hereof.

Entire Agreement.

This Agreement supersedes all prior agreements, whether oral or written.

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